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US Bank National Association State of California Participating Addendum No.7-14-99-22 Local Agency Subscription Agreement This Local Agency Subscription Agreement ("Local Agency Subscription Agreement") constitutes an agreement to participate under the terms and conditions of the Purchase Card Services Participating Addendum No.7-14-99-22("Participating Addendum") signed September 29, 2014 and entered into by U.S. Bank National Association ("U.S. Bank") and the State of California, Department of General Services("State"). This Local Agency Subscription Agreement is entered into by U.S. Bank and the"Local Governmental Agency"identified herein,and shall become effective upon signing by U.S.Bank("Effective Date"). RECITALS A. The State has entered into the Participating Addendum for the purpose of making available a Purchase Card Program as described in the Participating Addendum for use by State of California state agencies and local governmental agencies; B. The State is willing to permit Local Governmental Agency to participate in the Purchase Card Program provided that Local Governmental Agency assumes all responsibility and liability for Local Governmental Agency's performance of the terms and conditions of the Participating Addendum as if Local Governmental Agency was the entity signing the Participating Addendum, but Local Governmental Agency shall not be liable for the acts and omissions of the State under the Participating Addendum or this Local Agency Subscription Agreement. The State shall not bear liability or responsibility for Local Governmental Agency under the Participating Addendum or this Local Agency Subscription Agreement;and C. Local Governmental Agency has received a copy of the Participating Addendum from the State,and after a thorough review of the Participating Addendum, desires to participate as a Local Governmental Agency under the Participating Addendum. Participating Addendum No. 7-14-99-22 is incorporated into this Local Agency Subscription Agreement in its entirety and all terms and conditions of the Participating Addendum apply to the Local Governmental Agency. AGREEMENT Now therefore, in consideration of the foregoing Recitals, the mutual premises and covenants set forth in the Participating Addendum,which are incorporated herein by reference, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,all parties agree as follows: 1. Local Governmental Agency Responsibility. Local Governmental Agency agrees to accept and perform all duties, responsibilities and obligations required of Participating Agencies as set forth in the Participating Addendum. 2. Authority. The representations, warranties and recitals of Local Governmental Agency set forth in this Local Agency Subscription Agreement and the Participating Addendum constitute valid, binding and enforceable agreements of Local Governmental Agency. All extensions of credit made to Local Governmental Agency pursuant to this Local Agency Subscription Agreement and the Participating Addendum will be valid and enforceable obligations of Local Governmental Agency and Local Governmental Agency shall pay to U.S. Bank all Debts incurred by Local Governmental Agency in accordance with the terms of the Participating Addendum and this Local Agency Subscription Agreement. The execution of this Local Agency Subscription Agreement and the performance of the obligations hereunder and under the Participating Addendum are within the power of Local Governmental Agency, have been authorized by all necessary action and do not constitute a breach of any contract to which Local Governmental Agency is a party or is bound. 3. Purpose of Card Use. Local Governmental Agency declares that cards shall be used for official Local Governmental Agency purchases only, and shall not be used for individual consumer purchases or to incur consumer debt. Local Governmental Agency warrants that it possesses the financial capacity to perform all of its obligations under the Participating Addendum and this Local Agency Subscription Agreement. 4. The notice address for Local Governmental Agency is: of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 Attn: Finance Department 5. Authorization. Local Governmental Agency certifies to U.S. Bank that the person executing this Local Agency Subscription Agreement is authorized by Local Governmental Agency in accordance with its organization rules and applicable law to bind Local Governmental Agency to the terms and conditions of this Local Agency Subscription Agreement,including the authority to incur Debt in the name of Local Governmental Agency. 6. Execution. By signing below, the individual(s)signing this Local Agency Subscription Agreement is/are acting in his or her capacity as an authorized signing officer of Local Governmental Agency and not in his or her personal capacity, and certifies and warrants that(1)all action required by Local Governmental Agency organizational documents to authorize the signer(s)to act on behalf of Local Governmental Agency in all actions taken under this Local Agency Subscription Agreement,including but MMWR 55772 Page 1 of 5 R 10/2014 ©2014 U.S.Bank National Association. All rights reserved. FF F not limited to, the authority to incur Debt on behalf of Local Governmental Agency, has been taken, (2) each signer is empowered in the name of and on behalf of Local Governmental Agency to enter into all transactions contemplated in this Local Agency Subscription Agreement, and (3) the signatures appearing on all supporting documents of authority, if any, are authentic. 7. Reliance. Local Governmental Agency has read, understands and agrees to all terms and conditions in this Local Agency z Subscription Agreement and the Participating Addendum,and U.S.Bank is entitled to act in reliance upon the authorizations and certifications set forth herein. IN WITNESS WHEREOF, the parties have, by their authorized representatives, executed this Local Agency Subscription f. Agreement. Dated this .day of ,2415 Dated this I day of/bv *r y,20 ! r By Local Governmental Agenoy: By U.S.Bank: City of Rancho Palos Verdes -.- =ank Natio.al Association (Name) *44I '""1Q04A3ejA2°Ert.h...) ,.W1WerZese :411b '' (Signature of A horized Signer) (Signature• Authorized Signer) Carolynn Petru Kelly M.Caspers (Printed Name of Authorized Signer) (Printed Name of Authorized Signer) fr Acting City Manager Vice President (Printed Title of Authorized Signer) (Printed Title of Authorized Signer) Approved as to form: —(Signature of Atto•y or • ovemmental Agency) F. Carol Lynch (Printed Name of Attorney) • MMWR 55772 Page 2 of 5 R 1012014 ®2014 U.S.Bank National Association. All rights reserved. VIC14‘ GI( CERTIFICATE OF AUTHORITY 1' ***INSTRUCTIONS*** �f 0 ç4 ' \\ Before completing the Certificate of Authority,please read: • If the Local Agency Subscription Agreement being signed was"approved as to form"by an attorney, it is not necessary to complete the attached Certificate of Authority(C of A). • If the Local Agency Subscription Agreement was not"approved as to form"by an attorney,please complete the attached C of A(page 5). • Be sure to date all documents upon signing. Undated documents cannot be accepted and will be returned for dating. Signing Instructions for Certificate of Authority Note that three(3) different individuals must sign and date the C of A. If the Local Governmental Agency does not have three individuals who are authorized to sign on behalf of the Local Governmental Agency,please refer to page 4. Section 1 Organizational Information-Enter the legal Local Governmental Agency name and the tax ID number on the C of A. Note: The legal name of the Local Governmental Agency name is required. The legal name is usually the name on the Local Governmental Agency's financial statements. Section 2 Authorised Persons-The individual who signed the Local Agency Subscription Agreement must complete and sign in Section 2. Section 3 Execution Requirement-Check only one box in Section 3 to indicate how many individuals(either 1 or 2)that the Local Governmental Agency requires to sign legal documents on behalf of the Local Governmental Agency. Section 4 Execution-No action required. Section 5 Certification-Two(2) individuals must sign and date Section 5 as well as insert their names and titles. Note: The individual(s)who signed in Section 2 agog sign in Section 5 or this document is invalid. • An officer of the Local Governmental Agency ("Officer One") is required to sign the top area of Section 5 attesting to the signatures in Section 2. • One other officer of the Local Governmental Agency("Officer Two")must sign the bottom area of Section 5 attesting to the signature of Officer One. Please see examples below: 5. Certification. 1 certify that I am the Secretary and I am acting in my official capacity as an authorized officer who has been given the authority by the Local Governmental Agency to certify that the Authorized Person(s) has/have the full power and authority under applicable law and the governance rules relating to the Local Governmental Agency to execute and deliver to U.S.Bank,on behalf of the Local Governmental Agency,and to bind the Local Governmental Agency under,the Documents for the purpose of establishing and extending the Services. I also certify that the name(s)and title(s)of the Authorized Person(s) set forth above are correct and that the signature appearing beside each name is a true and genuine specimen of his/her signature. JOHN DOE 11 PRINTED NAME OF THE SECRETARY OF THE LOCAL GOVERNMENTAL AGENCY ft(CANNOT BE AN AUTHORIZED PERSON LISTED IN SECTION 2) ft Signature of the Secretary of the Local Governmental Agency 11 DATE I certify that I am an officer of the Local Governmental Agency,and as such, I certify that the above-named Secretary is acting in such capacity on behalf of the Local Governmental Agency,the signature below is my genuine signature and the signature above is the genuine signature of such Secretary. JANE SMITH,TREASURER ft PRINTED NAME&TITLE OF INDIVIDUAL SIGNING BELOW ft(CANNOT BE AN AUTHORIZED PERSON LISTED IN SECTION 2) ft Signature 11 Attested by One(1)Other Individual of the Local Governmental Agency DATE MMWR 55772 Page 3 of 5 R 10/2014 0 2014 U.S.Bank National Association. All rights reserved. k\'° EXAMPLES TO Signing Instructions0*/ for VCertificate of Authority(C Of A) !V EXAMPLE 1: tf 1. One(1)person is required to sign legal documents,and 2. Local Governmental Agency has more than two(2)authorized signatories who can attest to signatures of other signatories. Local Agency Subscription Agreement: Person A signs. C of A Section 2: Person A completes and signs. C of A Section 3: First box is checked. C of A Section 5: Person B(preferably the Secretary)signs attesting to the signature of Person A AND Person C signs attesting to Person B's authority and signature. EXAMPLE 2: 1. Two(2)people are required to sign legal documents,and 2. Local Governmental Agency has more than two(2)authorized signatories who can attest to signatures of other signatories. Local Agency Subscription Agreement: Persons A and B sign. C of A Section 2: Persons A and B complete and sign. C of A Section 3: Second box is checked. C of A Section 5: Person C(preferably the Secretary)signs attesting to the signatures of Persons A and B AND Person D signs attesting to Person C's authority and signature. EXAMPLE 3: 1. One(1)person is required to sign legal documents,and 2. Local Governmental Agency has only one(1)other authorized signatory who can attest to signatures of other signatories. Local Agency Subscription Agreement: Person A signs. C of A Section 2: Person A completes and signs. C of A Section 3: First box is checked. C of A Section 5: Person B(preferably the Secretary)signs attesting to the signature of Person A. NOTE: If the Secretary can sign the C of A,than they cannot be Person A;they must be Person B. AND Person A signs attesting to Person B's authority and signature. EXAMPLE 4: 1. Two(2)people are required to sign legal documents,and 2. Local Governmental Agency has only one(1)other authorized signatory who can attest to signatures of other signatories. Local Agency Subscription Agreement: Persons A and B sign. C of A Section 2: Persons A and B complete and sign. C of A Section 3: Second box is checked. C of A Section 5: Either Person A or B(preferably the Secretary)signs attesting to the signature of Persons A and B. NOTE:If the Secretary can sign the C of A,than they must sign in Section 4 and the other person must sign in Section 5 AND the Person who did not sign Section 4 signs attesting to the signing authority and signature of the person who did sign in Section 4,subject to the note above. MMWR 55772 Page 4 of 5 R 10/2014 m 2014 U.S.Bank National Association. All rights reserved. CERTIFICATE OF AUTHORITY 1. Organizational Information. This Certificate of Authority has been completed on behalf of the following Local Governmental Agency(the"Local Governmental Agency"): Local Governmental Agency Legal Name: City of Rancho Palos Verdes Federal Tax Identification Number: 95-2867872 2. Authorized Persons. In accordance with the governance rules relating to the Local Governmental Agency, the following individuals(the"Authorized Person(s)")are authorized,on behalf of the Local Governmental Agency,to execute and deliver to U.S. Bank National Association ("U.S. Bank") and/or its affiliates the applicable contract(s), any applicable addenda and/or amendments thereto and any other documents or writings required by U.S. Bank (collectively, the "Documents") for the purpose of establishing one (1) or more card programs, extending credit and providing related services to the Local Governmental Agency with U.S. Bank in the United States(collectively,the"Services"): Name Title Signature Carolynn Petru Acting City Manager i. ...C,14)67e*Vrg'ZI:IlirVi/tryto Kathryn Downs Deputy Director of Finance 6;6/44r 3. Execution Requirements. The governance rules relating to the Local Governmental Agency require the following number of Authorized Persons to sign the Documents for the Services(choose only one box): . ❑ One(1)Authorized Person ® Two(2)Authorized Persons 4. Execution. By signing the Documents, each individual signing in his or her capacity as an authorized signing officer of the Local Governmental Agency and not in his or her personal capacity, certifies and warrants that(a)all action required by Local Governmental Agency's organizational documents to authorize the signer(s) to act on behalf of the Local Governmental Agency in all actions taken under the Documents, including but not limited to,the authority to incur debt on behalf of the Local Governmental Agency,has been taken,(b)each signer is empowered in the name of and on behalf of the Local Governmental Agency to enter into all transactions and Services contemplated in the Documents, and (c) the signatures appearing on all supporting documents of authority are authentic. 5. Certification. I certify that I am the City Clerk and I am acting in my official capacity as an authorized officer who has been given the authority by the Local Governmental Agency to certify that the Authorized Person(s) has/have the full power and authority under applicable law and the governance rules relating to the Local Governmental Agency to execute and deliver to U.S. Bank, on behalf of the Local Governmental Agency, and to bind the Local Governmental Agency under, the Documents for the purpose of establishing and extending the Services. I also certify that the name(s) and title(s) of the Authorized Person(s)set forth above are correct and that the signature appearing beside each name is a true and genuine specimen of his/her signature. CARLA MORREALE 114LTh%LeSL N me of p CITY CLERK of the Local Governmental Agencyll(Cannot be an Authorized Person listed i Sectio 2) /col 7-As- 11 Signature of the City Clerk of the Local Governmental Agencyll Date I certify that I am an officer of the Local Governmental Agency, and as such, I certify that the above-named City Clerk is acting in such capacity on behalf of the Local Governmental Agency,the signature below is my genuine signature and the signature above is the genuine signature of such City Clerk. TERESA TAKAOKA, DEPUTY CITY CLERK 11 Printed Name&Title of Individual Signing Below 11(Cannot be an Authorized Person listed in Section 2) cSii A 7‘/5 Signatu Attested by One(1)Other Individual of the Local Governmental Agency Dat MMWR 55772 Page 5 of 5 R 10/2014 ©2014 U.S. Bank National Association. All rights reserved. Form Request for Taxpayer Give Form to the (Rev.August 2013) Identification Number and Certification requester.Do not .. Department of the Treasury send to the IRS. (• Internal Revenue Service Name(as shown on your income tax return) CITY OF RANCHO PALOS VERDES N Business name/disregarded entity name,If different from above a 00 a Check appropriate box for federal tax classification: Exemptions(see instructions) c o ❑IndlviduaVsole proprietor ❑ C Corporation 0 S Corporation ❑ Partnership ❑Trust/estate 1 i Exempt payee code Of any) 5 ❑ Limited liability company.Enter the tax classification(C--C corporation,S=S corporation.P=partnership)► Exemption from FATCA reporting t i code(if any) © Other(see instructions)0. Government Entity-Municipality Address(number,street,and apt.or suite no.) Requester's name and address(optional) 30940 HAWTHORNS BLVD 2City,state,and ZIP code RANCHO PALOS VERDES,CA 90275-5391 List account numbers)here(optional) P,i rt I Taxpayer identification Number MN) Enter your TIN In the appropriate box.The TIN provided must match the name given on the"Name"line I Social eseer*y number j to avoid backup withholding.For Individuals,this is your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I Instructions on page 3.For other - - entitles,itis your employer identification number(SIN).if you do not have a number,see How to get a - , , - - TIN on page 3. Note.if the account is In more than one name,see the chart on page 4 for guidelines on whose Employer Identification number number to enter. 9 5 - 2 8 6 7 6 7 2 Pert I I Certification cation Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and `. 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all Interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. i am a U.S.citizen or other U.S.person(defined below),and 4.The FATCA code(s)entered on this form(if any)indicating that i am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all kiterest and dividends on your tax return.For real estate transactions,Item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,.paymepts other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the Instructions on page 3. c2(42.. ...___ SignSignature of Rafe U.S.person P. Date► ilic3))i Li- General Instructions withholding tax on foreign partners'share of effectively connected income,and Section references are to the Internal Revenue Code unless otherwise noted. 4.Certify that FATCA code(s)entered on this form(if any)indicating that you are exempt from the FATCA reporting,is correct. Future developments.The IRS has created a page on IRS.gov for information Note.If you we a U.S.person and a requester gives you a form other than Form about Form W-9,at www.Ys.gov/w9.Information about any future developments W-9 to request your TNN,you must use the requester's form if it is substantially affecting Form W-9(such as legislation enacted after we release it)will be posted similar to this Form W-9. on that page. Definition of a U.S.person.For federal tax purposes,you we considered a U.S. Purpose of Form person if you are: A person who is required to file an information return with the IRS must obtain your •An individual who is a U.S.citizen or U.S.resident alien, correct taxpayer identification number(TIN)to report,for example,income paid to •A partnership,corporation,company,or association created or organized in the you,payments made to you in settlement of payment card and third party network United States or under the laws of the United States, transactions,real estate transactions,mortgage interest you paid,acquisition or •An estate(other than a foreign estate),or abandonment of secured property,cancellation of debt,or contributions you made to an IRA. •A domestic trust(as defined in Regulations section 301.7701-7). Use Form W-9 only if you are a U.S.person(including a resident alien),to Special rules for partnerships.Partnerships that conduct a trade or business in provide your correct TIN to the person requesting it(the requester)and,when the United States are generally required to pay a withholding tax under section applicable,to: 1446 on any foreign partners'share of effectively connected taxable income from such business.Further,In certain cases where a Form W-9 has not been received, 1.Certify that the TiN you are giving is correct(or you are waiting fora number the rules under section 1446 require a partnership to presume that a partner is a to be issued), foreign person,and pay the section 1446 withholding tax.Therefore.If you are a 2.Certify that you are not subject to backup withholding,or U.S.person that is a partner in a partnership conducting a trade or business in the }' ° 3.Claim exemption from backup withholding if you are a U.S.exempt payee.IfUnited States,provide Form W-9 to the partnership to establish your U.S.status " applicable,you we also certifying that as a U.S.person.your allocable share of and avoid section 1446 withholding on your share of partnership income. any partnership income from a U.S.trade or business is not subject to the Cat.No.10231X Form W-9(Rev.8-2013)